0602i37a Supplier Terms and Conditions
1.1 “PPSA” means Personal Property Securities Act 2009 (Cth).
1.2 “GST” means GST within the meaning of the A New Tax System (Goods and Services Tax) Act 1999 (as amended).
1.3 “Keech” means Keech Australia Pty Limited ABN 28 050 329 603
1.4 “Purchase Order” means an order for the Products which is placed by Keech.
1.5 “Products” means the goods or services stated on the Purchase Order.
1.6 “Supplier” means the company or persons who have been engaged to provide the Products to Keech.
These Terms and Conditions apply where a Supplier has accepted a Purchase Order placed by Keech either electronically or otherwise in writing. The Purchase Order and these Terms and Conditions together constitute the entire agreement between the parties (“Agreement”). This Agreement will prevail over any subsequent document or documents issued by the Supplier.
No variation to these Terms and Conditions, or waiver of them is valid or effective unless the Supplier negotiates, and enters a formal written variation agreement or waiver in writing with Keech.
4. Payment Terms
Keech operates a monthly payment system. Therefore unless otherwise agreed the Supplier will be paid 30 days following monthly statement date and upon receipt of a correctly rendered invoice. Payment will be made to the Supplier or the Supplier’s nominee, by Electronic Funds Transfer (EFT). The price payable by Keech will be the price stated on any quote provided by the Supplier. All invoices to be invoiced to: P.O. Box 6001 White Hills, Victoria, 3550
5. Title in Products
Title & risk in the Products shall pass to Keech on payment by Keech.
6. Purchase Orders & Discrepancies
The Supplier is deemed to have accepted a Purchase Order if the Supplier does not reject the Purchase Order within two working days of receiving it. Unless the Purchase Order states otherwise, the price for the Products includes all costs including without limitation delivery, all taxes imposed on the Supplier including GST and all importation costs. Keech will only pay orders where a valid Keech purchase order number and invoice is supplied. If there is a discrepancy in the Purchase Order value and the Supplier’s invoice value, please contact the Purchasing Officer named on the Purchase Order and they will adjust appropriately. If this is not done then payment may be withheld or rejected for the Purchase Order amount.
Each packing slip, delivery note, package and invoice must be marked clearly with the order number set out in the packing slip. This shall be quoted in all relevant enquiries and documents.
a) The Supplier shall arrange the delivery of the Products to the delivery address specified on the Purchase Order. Delivery of the Products must be made in accordance with the delivery quantity and date information stipulated on the Purchase Order.
b) The Supplier must inform Keech if they are unable to deliver on the due date. Keech reserves in its absolute discretion the right to cancel the Purchase Order or reschedule the delivery date or arrange expedited delivery by alternative means and at the Supplier’s cost.
c) Keech may change the delivery date and/or delivery schedules at any time.
e) Deliveries to Keech shall be made between 7:30am and 3:00pm unless otherwise specified.
The price will be the price stated on the quote received from the Supplier.
10. Defective Products
Without limiting any other rights or remedies which may be available to Keech, Keech may require the Supplier to either repair or replace Products in a defective condition or which fail to comply with the warranties in clause 18 at no cost to Keech. The Supplier will pay all costs for storing, handling and returning any Products rejected by Keech.
11. New Products
All Products must be new and unused unless otherwise stipulated on the Purchase Order. The Products must be free of all encumbrances.
Supplied in terms of the order shall be guaranteed as fit for purpose and to conform to the appropriate Australian/ISO specifications governing such product.
13. Force Majeure
In the event that either party is incapable of performing its obligations to the other due to a force majeure event (including without limitation Acts of God), that party shall immediately give notice to the other and must do everything reasonably possible to resume performance without delay. Upon the giving of such notice, the obligations of the parties to perform under this Agreement are suspended and the party receiving such notice is entitled to terminate this Agreement and any the Purchase Order with notice to the other party if the force majeure events continues for more than 30 days.
14. Intellectual Property
The Supplier warrants that the use of the Products by Keech will not infringe on other persons’ intellectual property rights and will indemnify Keech against any loss, claim or legal costs associated with any third party claim. The Supplier agrees that Keech shall be the sole and exclusive owner of all intellectual property rights related to any Products and other works and materials created in the course of or for the purpose of providing the Products.
The Supplier indemnifies Keech and keeps Keech indemnified, against all losses, damages, liability, claims or costs, arising directly or indirectly out of or in connection with (1) any infringement or alleged infringement by the Products of a third party’s intellectual property rights (2) any breach by the Supplier of this Agreement, (3) breach of warranty, (4) the provision of Products or (5) any negligent act or omission of the Supplier, its employees, agents or contractors. A loss to Keech includes all costs, expenses, liability, claims, demands and proceedings.
16. Governing Law
This Agreement is governed by and construed in accordance with the laws of Australia and shall be subject to the jurisdiction of the Courts of Victoria.
Any confidential information (including without limitation sales and marketing information and business strategies) disclosed by Keech to the Supplier must be kept confidential by the Supplier.
The Supplier warrants that all conditions and warranties necessarily implied by law shall apply and it is a term of the essence of this agreement that the Products must comply strictly with every aspect of the specifications set out in the Purchaser Order and without limiting the foregoing that any variations in size configuration or performance are to be strictly within specified tolerances. The Supplier further warrants that the goods are of merchantable quality and are reasonably fit for the purpose specified by Keech and all warranties, terms and conditions in relation to the state, quality or fitness of the goods applied by the Trade Practices Act 1974 shall apply. The Supplier further warrants that any Products with an expiry date are delivered to Keech within the first quarter of the recommended shelf life (that is, the period from manufacture to the “best before” or “use by” date).
The Supplier must have all necessary insurances for the provision of Products covered by this Agreement, including without limitation, product liability insurance for at least $10,000,000 per event.
20. Alternative Products
Under no circumstances is the Supplier to supply an alternative product or product component without Keech giving prior written consent. Any alternative product or product component must be submitted to Keech for examination prior to supply.
21. Credit Notes
Should be presented by the Supplier bearing the same address and layout details as an invoice. Credit notes must be issued and received by Keech within the same month as the relating invoice.
The Supplier must observe all applicable privacy laws in performance of its obligations under this Agreement.
23. No sub-contracting
The Supplier shall not sub-contract or otherwise arrange for another person to perform any part of this Agreement without the prior written consent of Keech (such consent not to be unreasonably withheld).
Any variations to this Agreement must be agreed between parties through the Supplier Agreement Variation Form.
25. Dispute Resolution
If any dispute arises under this Agreement, a party will provide written notice to the other of the matters in dispute. In the event that such dispute is unable to be resolved by the parties, the parties agree to refer such dispute to a single arbitrator in accordance with the provisions of the Commercial Arbitration Act 1984 (Vic) or any re-enactment or Statutory modification of that Law for the time being in force.
A notice or other communication required or permitted to be given by a party to another under this Agreement shall be in writing and delivered, sent by pre-paid mail or sent by facsimile to the address or facsimile number or emailed set out in the Schedule.